That's What Makes You Beautiful
by Aya-Sai
Summary: Smitten with the shy Hinata Hyuga, Sasuke tries to figure out what is it about this girl that draws him to her. What is it that makes her stand out among the rest? When he does, he has to help her realize what it is as well. SasuHina. AU. Side Pairings: Undecided AOY
1. Chapter 1

**That's What Makes You Beautiful | Aya-Sai**

"Hey Sasuke!"

"..."

"Sasuke!"

"..."

"Wake up!" He felt someone push his left shoulder roughly.

"...What the hell do you want?" He grumbled, lifting his head from his desk. Dark circles loomed under the raven-haired teens black eyes as they glared sleepily at the blonde. Sasuke Uchiha was sleepy a hell and so not in a good mood. He had wanted to catch a few extra minutes of sleep before class started. Staying up late studying had deprived him of his night's rest and it didn't help that his brother's idiot friends decided to try to throw a party at their house last night. It didn't end well. The two brothers had to deal with a bunch of drunken idiots (some of whom got their ass kicked for being stupid and trying their luck against the two Uchiha) spread all throughout their parents mansion. Sasuke resisted the urge to yawn, blinking slowly. Stupid Naruto, waking him up. It was probably for something dumb too. "Well?" He snapped.

"This dumbass thinks Ghost Recon is better than Mass Effect 3!" Naruto pointed towards Kiba. The brown-haired teen was sitting two rows away, but it didn't stop the two from yelling across the room.

"For the last time! Mass Effect 3 has nothing on Ghost Recon!" Kiba shouted heatedly.

"Ghost Recon sucks! Tell 'im Sasuke!" The blonde looked towards him for support. Sasuke's eyebrow twitched. Naruto actually thought this argument was more important than his sleep?

"You're both idiots..." Sasuke muttered, beyond annoyed. He yawned, lying his head back down on his desk and tried to go back to sleep all the while ignoring the two loudmouthed morons. However after a couple of minutes of failing to go back to sleep, he gave up and settled for just sitting in his seat until class started. He began drifting off in thought, when he heard them.

"SASUKE-KUUN!" Their high-pitched squeals made him cringe inwardly. Sakura Haruno and Ino Yamanaka had just arrived. _Fuck..._ Maybe if he pretended to sleep those two would leave him alone? Too late. The two were having a squealing fit as they started making their way to him, practically running to get to his seat in the back row._ I think I have a headache... _He thought absently, rubbing his temple.

"Good Morning Sasuke-kun!" They both yelled in unison before glaring at each other. They shoved at each other as the blonde and pinkette both tried to stand in front of him, vying for his attention. He blinked and raised an eyebrow. These girls...were so fucking annoying. Every frigging morning would be the same. They'd come to class, squealed out of joy of seeing him and proceeded in annoying the crap out of him before class started. _Thank Kami it was Friday._

"Go away pig! I'm trying to talk to Sasuke-kun!" Sakura said adding a little extra strength as she pushed the other girl.

"Why don't you billboard-brow? Can't you see Sasuke-kun wants to talk to me?" The blonde retorted, pushing right back.

"No he doesn't! Why would he want to talk to an ugly pig like you!"

"Oh shut up! As if he would want to talk to you instead?"

Sasuke's temple was beginning to throb. _Definitely a headache._ His eyebrow twitched. This morning was getting quite annoying.

"Those two are delusional..." Shikamaru muttered from his right, his friend Choji just nodded as he ate from his stash of chips in his backpack. Meanwhile, said two were still shouting and Sasuke's head felt like it was getting closer to exploding. When the hell did the bell plan to ring?

As if on cue, the bell rang announcing the beginning of class. _Finally... _Sasuke watched with relief as Sakura and Ino left his sight and reluctantly went to go take their seats. 10 minutes passed and no sign of Kakakshi-sensei. Sasuke feared the two girls would decide to come back to talk to him.

"Dammit where's Kakashi-sensei?" Naruto exclaimed, voicing everyone's thoughts as he sat in his seat lazily, arms crossed. There was a collective grumble of annoyance. Their teacher was always late, so there was no surprise,but it was as Shikamaru would say "troublesome". Just that moment, the door opened. "YOU'RE LATE!" Naruto screamed, slamming his hand on his desk as he stood up to point dramatically towards the door. Standing at the door, completely frightened, was Hinata Hyuga. Her lilac eyes were wide with alarm. And just like that Sasuke's morning got way better. His heart skipped a beat at the sight of her. It was like this every time he saw her. Ever since the beginning of their sophomore year of Konoha high, when Neji Hyuga's cousin transferred here from another school Sasuke has held an interest the shy Hyuga. Hinata stammered nervously trying to explain her reason for being tardy, holding her book bag to her chest as if it were a shield. "I-I-I'm s-sorry, I-I w-woke up l-lat—"

"Holy crap! Sorry Hinata-chan! I thought you were Kakashi-sensei!" Naruto said apologetically, one hand rubbing the back of his neck as he chuckled nervously.

"Idiot..." Sasuke muttered, crossing his arms. Hinata smiled shyly and nodded, accepting the apology. He liked her. Sasuke Uchiha was attracted to timid and awkward Hinata Hyuga. Why? He didn't know. She was hot, so maybe that was it? He knew she had a killer figure, what with both having had P.E. together and all Sophomore year. However, he had this feeling it was beyond physical appeal. He'd never made a move to ask her out or anything. To be honest he wasn't sure he wanted to. What if she ended up being like one of his annoying fangirls or something? Although something told him she wasn't that kind of girl, at least he hoped she wasn't. Sasuke kept his gaze on her as she took her seat next to Shino.

Hinata greeted her desk neighbors and friends as she took out her notebook. Hinata smiled as Kiba began telling her about his argument with Naruto, to which Naruto told his side of the story and so picked up their earlier argument from there. They even tried to make her pick as side.

"U-u-uhm I-I'd rather n-not..." She said smiling nervously, hands waving in front of her in a placating gesture. They kept pestering her until Temari told them not so nicely to back off and leave her out of it. _What is it about her?_

"Sasuke-kuuuun..." Obsidian eyes looked toward his right where Sakura was back. _Oh joy._ She was sitting on his desk, attempting to look as alluring as possible. Sasuke glared. Sakura, however, was not discouraged and smiled with false shyness, batting her eyelashes in what she thought was flirtatious. "I was thinking...the Sadie Hawkins dance is in three weeks from now and I was wondering if you wante—"

"No." He cut her off immediately. Sakura frowned.

"But I—"

"No."

"Sas—"

"I said no. Go away." He said irritated. Ino snickered from two seats away.

"Give it up billboard-brow, as if Sasuke-kun would want to go to the dance with you!" Sakura sent a dirty look her way. She tried again, but Sasuke was already making it a point to ignore her. The sound of Hinata's giggling brought his attention right back to her. Her lilac eyes were lit up with amusement as she listened to a story Kiba was telling her. _What is_ it? Eventually Kakashi showed up to class and the school day officially began. Sasuke spent first period trying to figure out what it was that made Hinata Hyuga beautiful.

**A/N: Okay so this is my first fanfiction in like years and my first Naruto fanfic/SasuHina pairing only constructive criticism please!, no flames! I've had this plot idea for a little while now so I decided to publish the first chapter (if you haven't already noticed, it is inspired by the One Direction song). Thanks and please review if you'd like, I'd really appreciate it! :) I don't think this fic will be longer than 2 chapters, but I'll see. Oh and I don't know if Ghost Recon is better than Mass Effect, honestly I don't know crap about videogames (so please dont give me any about that). Anyways thanks for reading :) Please Review!**


	2. Chapter 2

**That's What Makes You Beautiful | Aya-Sai**

* * *

_A/N: Disclaimer, since it was missing from first chapter. These characters are obviously not mine, nor is the song from One Direction mine either. Rawr. This ones just a bit longer than the first. Hope you like it :)  
_

* * *

It seemed that he simply wasn't allowed to rest that day. It was fourth period by now, and besides having had first period with a certain lavender-eyed girl, nothing had managed to keep the Uchiha awake for more than a couple of minutes. _I need coffee..._He thought as he heard an annoyingly familiar gravelly voice calling him. He growled. Just five minutes, five minutes without Naruto trying to bug him, was that too much to ask for?

"Sasuke!"

Apparently it was.

"Sasuke!"

"Shut up Do—!" **_PONG! _**What the hell? Sasuke felt something collide with the back of his head. The teen stumbled forward a bit. The dodge ball fell to the ground and bounced a few times on the gym floor before lying still. Silence enveloped the gym as a tense atmosphere began to shroud the Uchiha.

"Shit man, you're dead..." A classmate hissed to his friend, who was practically shitting bricks in the other end of the gym.

"Haha! I tried to warn you Teme! You're out though!" Naruto laughed, patting Sasuke on the back rather roughly. He didn't seem to sense how not amused his best friend was. Not even a bit. Everyone held their breath as Sasuke slowly moved to get the very dodge ball that had hit his head. **_PONG! _**It happened so suddenly that they simply heard the sharp yelp echo throughout the gym and saw their classmate fall flat on the ground.

"Oh crap!" The guy's friend jumped back a bit. The student lied on his back, moaning in pain as he held his probably very red face. Kiba and Kankuro's laughter could be heard as Sasuke proceeded towards the exit. _Fucking morons..._He thought subconsciously rubbing his head as he stepped out of the gym._  
_

Once outside he decided to look for a place where he could remain undisturbed until the period ended. Walking across the field towards the gates, he picked up the pace when he heard Naruto call after him. He made it past the gates and into the double doors that led him into the school hallways. When he was sure that Naruto wasn't coming after him he relaxed,but just before he made it to the hallway that led to the school courtyard however, his stalker senses flared. He stopped walking glancing around moving cautiously. _This is ridiculous_. He knew, but the last thing he wanted to deal with now was a fangirl. He heard them before he saw them. Sakura and some other chick that was a member of his fan club were emerging from a classroom, both holding a stack of blue slips and giggling. They were Office Aides this period. Sasuke watched the two warily as one would a pack of unpredictable wild animals, which in a sense they were. _Must avoid at all costs_. Sasuke waited until they had their attention elsewhere before his slipped past the hallway they were walking in and briskly walked toward the courtyard.

"Hey! Was that Sasuke-kun?" _Shit! _He ran across the courtyard and climbed over the fence in record timing. He jumped to the over side, meanwhile the two girls ran outside of the doors he had just came out of a second ago and spotted him on the other side of the fence. "Sasuke-kun!" Sakura called out happily jumping up and down childishly, the other girl was practically drooling as she breathed harshly with excitement. Sasuke froze for a mini-second. It was downright scary._ Shit, shit, shit!  
_

Sasuke booked it towards some stairs that led to the Math building and never looked back, all the while Sakura and whats-her-name called after him. They would probably just run through the hallways to get to the side he was in, and fan-girls ran pretty fast as he knew very well, so it was only a matter a time before they caught up to him. He turned a corner and hauled himself up and over another fence before sprinting halfway across school. When he made it to the Music & Art building, he heard them closing in on him. Damn they were fast! He jumped over another fence, _(Why are there so many damn fences here!)_ just as they turned the corner. Hearing a gasp, he found himself face to face with Hinata Hyuga herself. He held his breath, eyes wide with surprise. Hinata mirrored his expression. They stared at each other for a moment.

"Sasuke-kun come back! Where are you?!" Remembering his situation, he quickly grabbed Hinata's shoulder and moved them both to stand with their backs flat against the wall. "U-U-chiha-san wha—"

He held a finger to his lips in a gesture to stay quiet. Sasuke glanced back warily to the fence. He watched it intently. The footsteps were getting louder as Sakura and the other girl drew near.

"Sasuke-kun?" They both yelled.

The two girls ran right past them, not noticing the Uchiha and Hyuga hiding in the shadow of the wall. Sasuke kept watching them until they had run off far down the walkway and disappeared around a corner. He waited a few minutes before he decided that the two weren't coming back. _Thank Kami..._It took him a moment to realize that his hand was still resting on Hinata's shoulder. He gingerly removed his hand from her, quickly muttering something that Hinata thought could have passed as an apology, but she couldn't be sure. He caught a whiff of lilac. Was she wearing perfume? Sasuke took a step back, digging his hands into the pockets of his gym sweats. Hinata stepped away as well retrieving her schoolbag from the ground and began to pull out some stuff.

"U-um if y-you don't mind m-me asking U-Uchiha-san, what was t-that about?" Hinata said taking a seat on the bench she was about to sit on before Sasuke dropped in.

"Fangirls." He muttered, watching as she picked up her sketchbook and pencils. Hinata nodded understandingly. It wasn't news to anyone that the Uchiha was something many of the female (and some male) student population chased after. She had seen many incidents where the girls would get violent when it came to vying for his attention. Sasuke, however, wanted nothing to do with any fangirl (or guy) it seemed. She kinda felt sorry for him.

"W-well if y-you want, y-you can hang out here..." Sasuke raised an eyebrow, so Hinata immediately began to explain, "..I-I mean if y-you want? P-Practically no o-one h-hangs out h-here, only a couple of people at a time s-so it's likely that no o-one will bother y-you..." She trailed off, looking a tad nervous. What if he thought she was one of his fangirls wanting to hang out with him? But she really wasn't one of them, she was just trying to help out. Sasuke remained silent, thinking it over.

"Hn. Sure." He finally said after a moment. Hinata sighed in relief. Guess he didn't think of her that way. She smiled politely and resumed drawing a picture in her sketchbook. Sasuke took a seat on the long bench the Hyuga girl sat on. He yawned stretching out his legs before him. Oddly enough though, he didn't feel sleepy. _Probably all the running and fence-jumping...and terror.._. His mind brought back the image of Sakura and the other girl drooling as they spotted him and shuddered. They kinda reminded him of hungry lions, especially they one whose name he didn't know. He glanced over to where Hinata sat on the other end of the bench. He stared at her as she was drew, totally engrossed with her drawing. It was a Koi fish in a pond and he had to say that it looked pretty good. Leaning back, he continued to watch her with his peripheral vision. So this was actually happening? Him sitting in the sole company of the one girl who had ever really caught his attention? Had he ever even spoken to her before? Like had a real conversation with her? He couldn't recall. He suddenly felt awkward. Hinata's lilac eyes were looking down towards her paper. Her hair was a dark bluish-violet color and seemed to hang out on her shoulders and in front of her, obscuring the rest of her features like a silk waterfall as she leaned over her sketchbook.

"You have pretty hair..." He found himself saying. Sasuke's brow furrowed. _Wait what?_

"Hm?" Hinata said, not quite hearing him. He actually felt more awkward than he did before.

"Er..I said you have a pretty cool drawing there..." _Nice_ save...  
_  
_"Oh thank you." Hinata smiled, blushing. _What the hell was that?_ Sasuke stayed silent, berating himself for the slip up. Hinata just kept drawing. It was quiet for a minute or two, before he involuntarily opened his mouth again.

"So you're taking Art class or something?" Sasuke frowned. What was wrong with him? Sasuke Uchiha **_did not_** start small talk. Others did that for him. He was obviously a guy of few words and preferred silence over pointless chitchat. So why? Was he nervous or something? He mentally raised a brow at that.**_ Him_**? **_Sasuke Uchiha_** nervous around a girl? The idea seemed foreign to him. Unaware of his internal struggle, Hinata turned to him and smiled nodding.

"Y-yes I a-am." She replied, as she began to ink in her drawing.

"Why do you that?" He said, without thinking once again. He was on a roll today. Hinata seemed startled and confused.

"D-do w-what?" She asked, glancing at herself looking to see if she was doing something weird.

"Stutter." He wasn't trying to be mean or anything, he was simply curious. Deep down he had to admit that he found her stutter kind of cute. Were she any other girl it would have annoyed the hell out of him. Was she insecure? It seemed like it. But why would she be? It didn't make sense to him. She was beautiful, it was subtle but her beauty turned heads nonetheless. She's an Honor student too and rich, being a Hyuga. She had plenty of friends, so there wasn't any reason he could find for her to have low self-esteem.

"O-Oh...I-I don't kn-know...I-I've been trying to w-work on it..." Hinata whispered quietly and turned back to her drawing, "...Neji-niisan seems to have a problem with it too...I-I'm sorry if I'm annoying you Uchiha-san..."

_Nice one, look what you did._ Sasuke mentally slapped himself. Hinata looked sort of sad. He debated on whether he should say sorry or just keep his mouth shut if he said anything uncharacteristically stupid. He settled on an apology.

"Call me Sasuke." He said. Hinata blinked.

"..S-Sasuke.." She said slowly, as if testing it out.

"And you don't need to apol—" He began, but he was interrupted.

"There you are Sasuke-kun!" Sakura's voice rang out. The pair looked up to see the pink-haired teen make her way over to them with a wide smile on her face.  
"I'm glad I finally found you! I've been looking for you everywhere!" Her overly sweet voice made him cringe. _Too bad you found me.._ He glared at her. As Sakura drew near, he noticed how her eyes narrowed slightly when she saw Hinata sitting with him. Sakura put on a faux smile for the other girl. "Hi Hinata-san." Hinata, oblivious to the slight hostility and suspicion Sakura was eyeing her with, returned her fake smile with a genuine one.

"Hello Sakura-san." She said softly.

"What do you want Sakura?" Sasuke crossed his arms.

"Oh! I have a blue-slip for you. It says you have to go to the Principle's Office. Here!" She smiled, jumping a little as she handed him the little blue paper. He snatched it away, getting up from the bench. The hell was this about? He wondered looking at the paper before stuffing his hands back into his pockets again.

"Hn."

"Do you want me to walk you over there?" Sakura offered enthusiastically.

"No, I know where it is." Sasuke replied shortly. He started walking away. Sakura frowned for a bit, but the started to quickly shuffle through the stack of the remaining blue slips she carried in her hand and smiled when she found the one she was looking for.

"Oh well okay..." Sakura sort of skipped after him before walking beside him. "..I still gotta turn in these other blue slips and this one is near the office so I guess well still have to walk together." She told him happily._ Of course it is..._ He thought sourly. Sakura had already begun to prattle on about something when he paused slightly. He turned his head to look over his shoulder.

"Later Hinata." He told her casually. Hinata blinked once again. Sakura looked back at her and did the same thing. Sasuke smirked a bit at her expression before turning back to face forward and continued to walk away.

"O-Oh u-um goodbye S-Sasuke!" She said hurriedly after a few seconds went by. She was a little confused. Hinata watched as Sasuke walked off. Were they friends now? She wondered. Sasuke kept walking as he wondered the same thing...

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_A/N: Let's just hope he doesn't fall into the friend-zone for his sake. I just want to say thank you for the reviews and follows! :) Even a simple "good job" means a lot, so thank you. Oh and sorry I didn't get this up earlier, it just that I started college this week so I'll probably be able to post on weekends the most. Well please tell me what you think! Thanks for reading :)_


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